UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 15, 2021

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KLDiscovery Inc.

(Exact name of registrant as specified in its charter)

(703) 288-3380

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Compensation Committee (the “Committee”) of the Board of the Directors of KLDiscovery Inc. (the “Company”) had previously approved temporary reductions in base salary for the Company’s named executive officers; Christopher Weiler, Chief Executive Officer, Dawn Wilson, Chief Financial Officer and Krystina Jones, Executive Vice President, Global Legal Technology Sales as part of an overall package of employee pay reductions during the Covid 19 pandemic. The Committee having determined that it is in the best interests of the Company approved, effective June 15, 2021, to restore Mr. Weiler and Mses. Wilson and Jones annual base salaries to $500,000, $400,000 and $575,000, respectively. Mr. Weiler’s annual base salary restoration includes amounts associated with additional previously agreed upon base salary reductions effected to compensate one or more of the Company’s other employees.

Item 5.07.  Submission of Matters to a Vote of Security Holders.

On June 15, 2021, the Company held its 2021 annual meeting of stockholders (the “Annual Meeting”).  A total of 42,550,148 shares of the Company's common stock were entitled to vote as of April 19, 2021, the record date for the Annual Meeting. There were 32,498,715 shares voted at the Annual Meeting, at which the stockholders were asked to vote on two proposals. Set forth below are the matters acted upon by the stockholders at the Annual Meeting, and the final voting results of each such proposal.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.